Exhibit 4.4
XXXXX RIVER BANKSHARES, INC.
UNITS SUBSCRIPTION AGREEMENT
To: Xxxxx River Bankshares, Inc.
Suite 12
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx XxXxxxxx, President
Gentlemen:
You have informed me that Xxxxx River Bankshares, Inc., a Virginia
corporation (the "Company"), is offering 87,500 units, each consisting of one
share of the Company's Common Stock and a warrant to purchase one share of the
Company's Common Stock at a price of $10.00 per unit payable as provided herein
and as described in and offered pursuant to the Prospectus furnished to the
undersigned herewith (the "Prospectus").
1. Subscription. Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with payment indicated
below in United States currency by check, bank draft or money order payable to
"Xxxxx River Bankshares, Inc. - Escrow Account", representing the payment of
$10.00 per unit for the number of units indicated below. The total subscription
price must be paid at the time the Subscription Agreement is executed.
2. Acceptance of Subscription. It is understood and agreed that the
Company shall have the right to accept or reject this subscription in whole or
in part, for any reason whatsoever. The Company may reduce the number of Shares
for which the undersigned has subscribed, indicating acceptance of less than all
of the Shares subscribed on its written form of acceptance.
3. Acknowledgments. The undersigned hereby acknowledges receipt of a
copy of the Prospectus, and represents that this subscription is made solely on
the basis of the information contained in the Prospectus and is not made in
reliance on any inducement, representation or statement not contained in the
Prospectus. The undersigned understands that no person (including any officer or
director) has authority to give any information or make any representation not
contained in the Prospectus, and if given or made, such information and
representations should not be relied upon as having been made by the Company or
its officers or directors. This Subscription Agreement and the Prospectus
contain the entire agreement and understanding among the undersigned, the
officers and directors and the Company with respect to the offering and sale of
Shares to the undersigned. This Subscription Agreement creates a legally binding
obligation, and the undersigned agrees to be bound by the terms of this
Agreement.
4. Revocation. The undersigned agrees that once this Subscription
Agreement is tendered to the Company it may not be withdrawn by the undersigned
and that this Agreement shall survive the death or disability of the
undersigned.
5. Governing Law. This Agreement is governed by Virginia law (other
than its principles of conflict of laws).
By executing this Agreement, the subscriber is not waiving any rights
he or she may have under federal securities laws, including the Securities Act
of 1933 and the Securities Exchange Act of 1934.
Please indicate in the space provided below ("Registration
Instructions") the exact name or names and address in which the stock
certificate representing Shares subscribed for hereunder should be registered.
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No. of units Subscribed at $10.00 per unit
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Total (Funds Tendered)
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(Signature of Subscriber)
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Name (Please Print)
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(Signature of Subscriber)
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Name (Please Print)
Date:
Residence Address:
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City, State and Zip Code
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Social Security Number or other
Taxpayer Identification Number
REGISTRATION INSTRUCTIONS
Name:
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Mailing Address:
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Social Security Number of Taxpayer Identification Number:
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If certificates will be registered in more than one name, please print the full
name of each person or entity and indicate the type of legal ownership by using
the following abbreviations. If you fail to identify the type of legal
ownership, certificates for subscriptions made in the name of two or more
persons will be issued in the names of such persons as joint tenants with right
of survivorship, and not as tenants in common.
TEN COM - As Tenants in Common
TEN ENT - As Tenants by the Entireties
JT TEN - As Joint Tenants with Right of Survivorship and not as Tenants in
Common
UNIF GIFT MIN ACT - Under Uniform Gifts to Minor Act,
Custodian:
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Minor:
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